FORM OF MANAGEMENT STOCKHOLDER’S AGREEMENTManagement Stockholder’s Agreement • March 26th, 2004 • Sealy Corp • Household furniture • New York
This Management Stockholder’s Agreement (this “Agreement”) is entered into as of ______, 200_ (the “Effective Date”) between Sealy Corporation, a Delaware corporation (the “Company”), and the undersigned person (the “Management Stockholder”) (the Company and the Management Stockholder being hereinafter collectively referred to as the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 7(b) of this Agreement.
FORM OF ROLLOVER AGREEMENTRollover Agreement • March 26th, 2004 • Sealy Corp • Household furniture • New York
ROLLOVER AGREEMENT dated as of March 29, 2004 (this “Rollover Agreement”) between Sealy Corporation, a Delaware corporation (the “Company”) and the individual listed on Schedule I hereto (the “Management Stockholder”).
FORM OF STOCK OPTION AGREEMENTStock Option Agreement • March 26th, 2004 • Sealy Corp • Household furniture • Delaware
THIS AGREEMENT, dated as of ______ __, 200_ (the “Grant Date”) is made by and between Sealy Corporation, a Delaware corporation (hereinafter referred to as the “Company”), and the individual whose name is set forth on the signature page hereof, who is an employee of the Company or a Subsidiary or Affiliate of the Company, hereinafter referred to as the “Optionee”. Any capitalized terms herein not otherwise defined in Article I shall have the meaning set forth in the Plan (as hereinafter defined).
FORM OF SALE PARTICIPATION AGREEMENTSale Participation Agreement • March 26th, 2004 • Sealy Corp • Household furniture • Delaware
You have entered into a Management Stockholder’s Agreement, dated as of the date hereof between Sealy Corporation, a Delaware corporation (the “Company”), and you (the “Stockholder’s Agreement”) relating to the granting to you by the Company of an Option (as defined in the Stockholder’s Agreement) to purchase shares of Class A common stock, par value $0.01 per share, of the Company (the “Common Stock”). The undersigned, Sealy Holding LLC, a Delaware limited liability company (the “Investor”) hereby agrees with you as follows, effective upon such grant of Option:
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • March 26th, 2004 • Sealy Corp • Household furniture • New York
REGISTRATION RIGHTS AGREEMENT, dated as of April__, 2004, among Sealy Corporation, a Delaware corporation (the “Company”) and Sealy Holding LLC, a Delaware limited liability company (the “Investor”).
